RR Donnelley to offer US$350M of senior notes due 2024 in underwritten public offering; company will use net proceeds to fund tender offers for up to US$350M aggregate principal amount of its debt securities

Mathew Kearney

CHICAGO , March 6, 2014 (press release) – R.R. Donnelley & Sons Company ("RR Donnelley" or the "Company") (Nasdaq:RRD) announced today that it plans to offer $350 million of senior notes due 2024 in an underwritten public offering.

RR Donnelley intends to use the net proceeds from this offering, along with borrowings under its revolving credit facility, (1) to fund tender offers for up to $350 million aggregate principal amount of its debt securities, including up to $100 million of its 7.250% Notes due May 15, 2018, up to $250 million of its 8.250% Notes due March 15, 2019 and up to $50 million aggregate principal amount of its 7.625% Notes due June 15, 2020 (with the amount of 7.625% Notes due June 15, 2020 accepted reduced on a dollar for dollar basis to the extent that tenders for its 7.250% Notes due May 15, 2018 and its 8.250% Notes due March 15, 2019 exceed $300 million in the aggregate) and (2) to pay premiums in connection with those tender offers. If there are any remaining proceeds from the notes, RR Donnelley intends to use those proceeds to repay borrowings under its revolving credit facility and for general corporate purposes. Amounts repaid under its revolving credit facility may be reborrowed for general corporate purposes, including the repayment or redemption of indebtedness. RR Donnelley expects to announce that it is commencing these tender offers in a separate press release issued upon commencing the tender offers. The completion of each tender offer will be subject to customary closing conditions.

The notes are being offered pursuant to the Company's existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. BofA Merrill Lynch, Citigroup, J.P. Morgan, Mitsubishi UFJ Securities, US Bancorp and Wells Fargo Securities will act as the joint book-running managers for the offering. When available, copies of the preliminary prospectus supplement and the accompanying prospectus for the offering may be obtained from: BofA Merrill Lynch toll-free at 1-800-294-1322, Citigroup toll-free at 1-800-831-9146, J.P. Morgan (c/o Broadridge Financial Solutions) toll-free at 1-866-803-9204, Mitsubishi UFJ Securities toll-free at 1-877-649-6848, US Bancorp toll-free at 1-877-558-2607 and Wells Fargo Securities toll-free at 1-800-326-5897.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such jurisdiction. The tender offers, if made, will be made solely by means of an Offer to Purchase and a related Letter of Transmittal. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offers will be deemed to be made on behalf of RR Donnelley by the dealer managers for such tender offers, or one or more registered brokers or dealers under the laws of such jurisdiction.

About RR Donnelley

RR Donnelley (Nasdaq:RRD), a Delaware corporation, helps organizations communicate more effectively by working to create, manage, produce, distribute and process content on behalf of our customers. The Company assists customers in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and increase compliance. R.R. Donnelley's innovative technologies enhance digital and print communications to deliver integrated messages across multiple media to highly targeted audiences at optimal times for clients in virtually every private and public sector. Strategically located operations provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

For more information, and for RR Donnelley's Corporate Social Responsibility Report, visit the company's web site at www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.

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